5. Neither the execution of and delivery by AFS of the
Guarantee nor the consummation of any of the transactions by AFS contemplated thereby (a) requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action with respect to, any governmental
authority or agency of the State of New York or the Federal Government of the United States or under the General Corporation Law of the State of Delaware; or (b) violates any applicable law, governmental rule or regulation of the State of New York
or the Federal Government of the United States or any governmental authority or agency thereof or of the General Corporation Law of the State of Delaware. 

  

 6. The execution, delivery and performance by the Lessor of the Lease Agreement do not violate its certificate of formation, limited
liability company agreement or the provision of any judgment, order, decree or injunction of any court or administrative body applicable to the Lessor and do not and will not contravene any provision of, or constitute a default or result in the
creation of any lien under (except as contemplated by the Lease Agreement), any indenture, mortgage, contract, instrument, or other agreement to which it is a party or by which it or any of its assets is or may be bound or require the consent or
approval of the stockholders of a member or any trustee or holders of any indebtedness or obligations of the Lessor. 

  


8B-2